Web of Remnant: The Roman Conspiracy
by Epiclot214
Summary: A new semester starts with some brand new opportunities. Now that they know Peter Parker is Spider-Man, Team RWBY has decided to work with him on trying to uncover the conspiracy behind Roman Torchwick and the White Fang.
1. Best Day Ever

Okay. Recap. Spider-Man was somehow blasted to a world different from his own: Remnant. There, he took on the job of a teaching assistant at Beacon Academy until its headmaster, Professor Ozpin, could find a way for him to return home. While he was working, he discovered that some of his friends and enemies have come to Remnant with no explanation as well. But he's not alone. Spider-Man was somehow working alongside four huntresses in training: Ruby Rose, Weiss Schnee, Blake Belladonna, and Yang Xiao Long, who quickly deduced his true identity as Peter Parker. Which brings us to today with a great question.

* * *

"Do you lay eggs?" Yang asked.

"What, no!" Peter replied.

"Yang, why would you ask that?" Weiss asked.

"I'm just saying," Yang said, "He's got these awesome powers, but he's not a Faunus. I want to know how much of a spider he can do."

"Look, I swing on webs, I sense danger, I'm strong, I'm agile, and I can stick to walls." Peter said. "That's it. Look, I don't like talking about me being you-know-who in a public place. Someone might hear us."

"At least tell us why we never heard of you or this Sandman." Yang said. "You'd think there might be word of someone like that."

"Well… You probably wouldn't believe me if I told you." Peter said.

Team RWBY and Peter Parker were conversing in the middle of the Beacon cafeteria. Nora from another table was flinging food to Yang's mouth. Suddenly, Ruby dropped a binder labeled "Best Day Ever Activities" on it.

"Sisters, friends, Weiss." Ruby called.

"Hey!" Weiss said.

"Four score and seven minutes ago, I had a dream." Ruby continued. "A dream that one day, we would all come together and have the most fun anyone has ever had ever!"

"Did you steal my binder?" Weiss asked.

"I am not a crook." Ruby returned with peace signs.

"This is another reality." Peter thought to himself. "Where did she get these references?"

"We are kicking off the semester with a bang!" Ruby said.

"I always kick my semesters off with a Yang!" Ruby's sister said. Nora threw an apple at her face booing her joke.

"Dangit, Yang!" Peter said. "At least my jokes are funny."

"In a matter of perspective, that has to be true." Weiss said.

"Look, guys," Ruby said, "It's been a good two weeks and between more exchange students arriving and the tournament at the end of the year, our second semester is going to be great! But classes start back up tomorrow. Which is why I've taken the time to schedule a series of wonderful events for us today."

"I don't know whether to be proud or scared of what you have in store." Weiss said.

"I don't know, guys." Blake said glumly. "I think I might sit this one out."

"Sit out or not, I think that however we spend this last day, we should do it as a team." Weiss said. "I for one think that…" She got interrupted by a pie thrown to her face by Nora.

"Uh oh." Peter said.

Outside of the cafeteria, the monkey Faunus, Sun Wukong, was talking to his friend, Neptune Vasilias, as they were getting closer to the door.

"We were fighting side by side." Sun recounted. "She was super fast and I threw a banana at a guy, which sounds gross, but it was awesome."

"Nice." Neptune said.

"Right?" Sun agreed. "And the best part is, she's a Faunus. But that's a secret, okay?"

"Got it." Neptune said.

"And not a 'I'm gonna tell Scarlet the second Sun turns his back' secret. I'm talking secret-secret."

"Whoa, chill out man, okay? I got it."

"You better. Oh, and Spider-Man was there too He was awesome. He was fighting this guy who was, like, made of sand. Not to mention, turns out, he… Wait. I can't tell you that part."

"Another secret? And you're not telling me?"

"I know you can't handle two secrets at once. Sorry, but he insisted. I don't want to screw this up, you know. These people here are the coolest. No offense."

"None taken."

Suddenly, the door burst open with students running out screaming. Peter Parker jumped out of the crowd in front of Sun and Neptune.

"Peter."

"Oh, hey, Sun." Peter said. "And you must be his friend he was talking about."

"What's going on?" Sun asked. "Where are the girls?"

"It's exactly what you'd think would happen."

Peter, Sun, and Neptune looked inside the castle and saw Team RWBY preparing a food fight with Team JNPR.

"JUSTICE WILL BE SWIFT! JUSTICE WILL BE PAINFUL!" Ruby declared crushing a carton of milk. "IT WILL BE DELICIOOOOOUUUUUUUS!"

The two teams were using the food as weapons. Weiss was knocked into a pillar and Ruby pretended she was dead and mourned over her. Yang was thrown out through the roof. After a few minutes of fighting, Ruby shot several bits of food and soda at Team JNPR pinning them to the walls.

"I love these guys." Sun commented to a soda-dretched Neptune.

Suddenly, Glynda stormed in and with a wave of her want, the cafeteria was put back in place.

"Children, please," she said sternly, "Don't play with your food."

As Yang finally returned and everyone laughed, Ozpin approached Ms. Goodwitch.

"Let it go."

"They're supposed to be the defenders of the world." Glynda said.

"And they will be," Ozpin said, "But right now, they are still children. So why not let them play the part? After all, it isn't a role they'll have forever." He turned to Peter. "Mr. Parker, might I have a word with you."

Ozpin pulled Peter outside so they could talk alone.

"If it's about the food fight," Peter said, "I tried to stop them. But they're superpowered teenagers with very eccentric personalities. It's not as simple as you think it'd be."

"It's not that." Ozpin said. "I couldn't help but notice you've been conversing with them a lot lately. Any chance you might have told them something."

"Uh…" Peter said nervously. "Well… They kinda figured out that I'm Spider-Man. It was a mistake, really?"

"It's all right." Ozpin said. "I kinda thought this might happen. After all, I did tell you to keep an eye on Ruby."

"Thanks, Professor." Peter said. "If that's all…"

"Actually, no." Ozpin said. "The general of the Atlas Military is about to arrive, and I'd like to introduce you."

"As in…" Peter said.

"I'll explain your entire situation to him." Ozpin said.

"But didn't you say we need to keep this on the down-low?"

"Don't worry about it, Peter. I trust James with a lot of secrets. Hopefully, his resources will provide a way back home for you and Ms. Watson. We've provided a room for her in the city by the way."

"Good. But… What about everyone else who came with me? The Spider-Slayer and the Sandman managed to follow me here to Remnant. Who knows who else did too?"

"You let me worry about that for now." Ozpin said. "In the meantime, continue your day. We might be getting closer to the end."

Famous last words.

* * *

An old warehouse was filled with White Dang Faunus moving several crates. Two teenagers, Mercury and Emerald, entered and met up with the criminal, Roman Torchwick.

"Oh, look! She sent the kids again." Torchwick teased. "This is turning out just like the divorce."

"Spare us the thought of you procreating." Emerald said shivering in disgust."

"That was a joke." Torchwick said. He then pulled up a piece of paper. "And this just migt tell me where you two have been all day."

"What?" Emerald asked in shock.

"I'm a professional, sweetheard. Pay attention, maybe you'll learn something." Torchwick said. He then took a look at the paper and grew bitter after rading what was on it. "Why do you have this address?"

"Wouldn't you like to know?" Emerald asked.

"Yeah, I would." Torchwick said. "Now, where have you been all day?"

"Cleaning up your problems." Mercury said. "One of them, at least."

"I had that under control." Torchwick said in an upset tone

"Two packed bags and a ticket out of Vale said otherwise." Mercury returned.

"Listen, you little punk." Torchwick threatened. "If it were up to me, I would take you and your little street rat friend and…"

"Do what, Roman?"

Torchwick paused as he looked up and saw a woman in a red dress lowering herself with an automatic lift. Torchwick then laughed nervously.

"I'd uh… not kill them?"

"Cinder!" Emerald addressed her boss excitedly.

"I thought I made it clear that you would eliminate the would-be ruanway." Cinder said.

"I was going to." Torchwick said.

"He was going to escape to Vacuo." Emerald retorted. "Mercury and I decided to take it upon ourselves to kill the rat."

"I think he was some sort of cat, actually." Mercury added.

"What, like a puma?" Emerald asked.

"Yeah, there you go."

"Quiet." Cinder snapped. "Did I not specifically instruct you two to keep your hands clean while we're in Vale?"

"I just thought…"

"Don't think, Emerald. Obey."

"Yes, ma'am." Emerald said lowering her head. "It won't happen again."

"And you, Torchwick." Cinder said. "Why wasn't this job done sooner?"

"Uh… Eh?" Torchwick asked pointing at a large pile of Dust crates. He then pointed to another. "Eh?" He then pointed at his entire stash. "EHHHH? Sorry if I've been busy stealing every speck of Dust in the kingdom."

"You're an inspiration to every punk with a gun and a ski mask." Mercury joked.

"Look around, kid. I've got this town running scared. Police camping out at every corner, Dust prices through the roof, and we're sitting pretty on an old warehouse with more Dust crystals, vials, and rounds than we know what to do with! Of course, with that irritating web-slinger Spider-Man swinging all over the kingdom, it's forcing me to hold back my schedule at a considerable amount. Can't exactly help it. But I'll tell you what, if you guyes wouldn't mind filling me in on your grand master plan, it might make my next string of robberies go a little smoother."

"Oh, Roman, have a little faith." Cinder said. "You'll know what you need when you need to know it. Besides, we're done with Dust."

"Then what now?" Torchwick asked.

"We're moving." Cinder replied. "Have the White Fang clear out this building. I'll send you details and coordinates tonight."

"Coordinates?" Torchwick asked.

"We're proceeding to phase two." Cinder said. "Oh, and as for Spider-Man, we have someone just for him."

"What?" Mercury asked. "Don't tell me it's another one of those freaks from the other world. That last one didn't work out so well."

"Trust me." Cinder said. "This man is different than Mr. Marko." She looked at the sky. "And here he comes. Everyone, meet the Vulture."

Suddenly, a man with giant, mechanical bird wings strapped on his back landed right before everyone. He removed his visor helmet and revealed his bald, elderly face.

* * *

_**Author's Note: **__Onto the next part of Spider-Man/RWBY. Tell me what you think._


	2. Welcome to Beacon

Tukson's Book Trade didn't look good when it was investigated. As soon as they saw the puma Faunus' corpse, they immediately called the police. In a matter of minutes, officers were on the scene. The paramedics picked up Tukson's body and rolled it away while the police investigated.

"Well," one officer said, "The cash register was cleaned out. Looks like a robbery that took a turn for the worse."

"I don't buy that." Another officer said.

"Excuse me, officer…"

"Davis. Jefferson Davis."

"Well, Mr. Davis, it looks cut and dry to me." The officer said. "Let's just call it a robbery and leave it at that."

"While there are murderers out there who might strike again?" Davis asked. "I don't think so. Whoever did this knew what was going to happen. They didn't come to rob the place. They came to kill the book store owner and make it look like a robbery."

"They?" another officer asked. "You mean it's more than one person?"

"Likely." Officer Davis said. "Excluding the victim's, there are two sets off footprints here. One of them seemed heavier than the other. Maybe this person had shoes lined with lead or something. And… I think we're looking for kids."

"Oh, for goodness sake!" a third officer complained. "If you're just making this up…"

"This place was recently restocked." Davis explained. "There's a book on the wall that's set for release today, so the shelves were reorganized. Yet, over there, there's a comic book missing. Whoever killed Tukson took the comic book with him. Why would an adult want to take a comic?"

Suddenly, there was a big shadow covering the entire city block. The cops looked into the sky and saw several large hoverships flying above the city.

"Atlas." Davis said. "Well, this day certainly isn't boring."

* * *

From the headmaster's office, Ozpin, Glynda, and Peter Parker watched as the Atlas aircraft swarmed the skies of Beacon.

"You know, we have something like this in my world." Peter said. "All that's missing is this intimidating military figure with an eyepatch."

"Well, I wouldn't say James has an eyepatch." Ozpin said.

Suddenly, the elevator door dinged and a man stepped into the office. He was a big man with broad shoulders and a white uniform.

"Ozpin!" General Ironwood greeted.

"Hello, general." Ozpin said.

"Please, drop the formalities." Ironwood said. "It's been too long. And Glynda, it has certainly been too long since we last met."

"Oh, James." Glynda said rolling her eyes. "I'll be outside." She left the room.

"Well, she hasn't changed a bit." Ironwood said. "And you must be Peter Parker. Oz has told me how brilliant you are."

"Is that all?" Peter asked.

"I was saving the big one for a surprise." Ozpin said.

"What surprise?" Ironwood asked.

"Have you heard of Spider-Man?" Ozpin asked.

"Yeah, of course." Ironwood said. Suddenly, his eyes widened as he quickly turned his head back at Peter. "You? But I thought…"

"That I was a Faunus?" Peter asked. "Yeah, that's a popular theory."

"But… how?" Ironwood asked.

"Allow me to explain." Ozpin said. "You see, Peter here is from another reality, a world much different from our own. Under mysterious circumstances, he and several other people from his world have made their way here on Remnant, including criminals with powers similar to Semblances. I promised to do everything I can to help him and everyone else return to their home. So I thought you could provide some Atlas tech to help with the cause."

"That's… that's a lot to take in." Ironwood said clearly stunned.

"I understand." Ozpin said. "Peter, why don't you see if there are any students you can help? I'll stay to talk details with James."

"Uh, okay, Oz." Peter walked out of the room and down the elevator. As soon as he was out of earshot, Ironwood continued to talk.

"Do you think Salem…"

"No." Ozpin answered. "I doubt she has any involvement with his arrival. But, if my guess is right, this could be good for us."

"What do you mean?" Ironwood asked.

"One of her most dangerous abilities is her way of using an aura of fear to influence anyone who could be useful to her. She uses the darkest parts of their hearts to use for her advantage. But she has no idea who Spider-Man is. Officially, there's no record of Peter Parker at all."

"So if we keep Spider-Man's identity a secret, then we have an advantage." Ironwood inferred. "That's a big risk, Oz."

"I know." Ozpin said. "That's one reason why I'm pondering on it. There's also the obvious point of his return to his world."

"I'm still not sure." Ironwood said. "How do you know he's even from another world? He could either br crazy or lying."

"Because I could sense it coming from him. …The Klyntar."

Ironwood widened his eyes in surprise. "Are you sure?"

"Yes, and if he was strong enough to escape its will, then perhaps he could be a great asset."

"That sounds great, Oz," Ironwood said, "But there's one problem. What if we find a way to sent Parker home before our situation is resolved."

"…Leave that to me." Ozpin said. "I just want you to do all you can to find a way home for him along with a solution to the Autumn situation. Just try not to scare the citizens too much with your battalion, please."

"I'm just being cautious." Ironwood said.

"As am I. Which is why we will continue to train the best Huntsmen and Huntresses we can along with Spider-Man."

"I understand. But ask yourself this: do you honestly believe your children and one man can win a war?"

Ozpin sighed as he slumped into his desk chair. "I hope they never have to."

* * *

Wanting to know more about the world he was refuging in, Peter went to the library. Imagine his surprise to see Team RWBY in one table with Team JNPR in another table. Team RWBY was playing a strategy card game that Peter was definitely unfamiliar with. Yang was confident, Blake looked distracted, and Ruby and Weiss were hugging in tears.

"Hey, kids." Peter said. "Did I miss something?"

"Just me kicking butt." Yang said. "Wanna play?"

"I…" Peter saw the entire layout of the game and the complicated positions the pieces and cards were in. "Sorry, but I don't think I can ever understand it."

"Hey!" Jaune said approaching the group. "I can play."

"Sorry, but this game requires a certain level of tactical cunning that I seriously doubt you posess." Weiss said.

"Bring it on, Ice Queen." Jaune returned. "I'll have you know that I have been told that I am a natural born leader!"

"By who, your mother?" Weiss asked.

"…And Pyrrha."

"Hello again." Pyrrha greeted from her team's table.

"Even if that was the case, I'm not trusting you with the good citizens of Vacuo." Weiss explained.

"Why not? You trusted me with way more important stuff before. I mean, you told us that Peter Parker is actually Sp…"

Suddenly, Pyrrha dashed out of her chair and covered Jaune's mouth with her hand.

"Special person whom we all admire and respect." Pyrrha said nervously.

"Seriously, girls?" Peter said. "I swore you to secrecy on that."

"I know, but Jaune and the others are our friends and we can trust them." Ruby said.

"That doesn't matter." Peter said. "If too many people know who I am, word will slip out and people I care about would be in danger. Did you tell anyone else?"

"No." Weiss replied.

"Good. So please, don't tell anyone else." Peter said.

"All right." Ruby said glumly.

"'Sup, losers." Sun said as he approached the group with Neptune.

"Hey, Sun." Ruby said.

"Ruby, Yang, Blake, Mr. Parker, Ice Queen." Sun greeted. "I'd like you all to meet my friend, Neptune."

"Why does everyone keep calling me that?" Weiss asked annoyed.

"If the snow shoe fits." Peter whispered.

"I heard that!" Weiss shot.

"Uh, aren't libraries for reading?" Neptune asked.

"THANK YOU!" Ren shouted from his team's table.

"So Neptune, where are you from?" Weiss asked.

"Haven." Neptune answered. "And I don't believe I've caught your name, snow angel."

"Uh… I'm Weiss." The heiress responded blushing and smiling.

"Are you kidding me?" Jaune asked annoyed.

"So Blake," Sun said, "I never took you as the board game playing type."

"Well, I think I'm done playing actually." Blake said as she got up and started leaving the library. "I'll see you guys later."

"I get the feeling she's upset about something." Peter said.

* * *

"We should never have let him play!" Yang complained. She, Ruby, Weiss, and Peter entered the Team RWBY dorm room at once. Blake was already there in deep thought.

"You're just mad 'cause the new guy beat you." Ruby said. "If you had just attacked when I told you, none of this would have happened."

Blake wasn't taking any of this, so she started to walk out of the dorm room with a sigh. That's when Weiss spoke up.

"Stop." Weiss commanded. "Lately, you've been quiet, antisocial, and moody!"

"Have you met Blake?" Yang asked.

"Yeah, isn't that your thing?" Peter asked. "She's the quiet one, and the rest of you are the wild one, the young one, and the mean one."

"I get it," Weiss said, "But Blake, you've been doing it more than usual! Which quite frankly, is unacceptable! You made a promise to me, to all of us, that you would let us now if something was wrong." Suddenly, she flipped in the air and landed on top of a chair. She leaned it backwards and kept it balanced. She pointed at the Faunus. "SO BLAKE BELLADONNA, WHAT IS WRONG?!" After a moment, she got off the chair and returned to the others.

"That's a neat trick." Peter said.

"I just…" Blake started to admit, "I don't understand how everyone can be so calm."

"You're still thinking about Torchwick?" Ruby asked.

"Torchwick, the White Fang, the Sandman, all of it!" Blake responded. "Something big is happening and no one is doing anything about it!"

"Ozpin told us not to worry." Yang said. "Between the police and the Huntsmen, I'm sure they can handle it."

"Well, I'm not!" Blake argued. "They don't know the White Fang like I do!"

"Okay," Weiss said, "Between blowing up nightclubs, stopping thieves, and fighting for freedom, I'm sure you all think that you're all ready to go out and appredend these ne'er-do-wells. But let me once again be the voice of reason. We're students! We're not ready to handle this sort of situation!"

"Well, I'm not a student." Peter said. "When I'm not helping the other teachers, I'm swinging around Vale stopping bad guys. Look, Blake's right. Somehow, Torchwick managed to convince Sandman to return to a life of crime. If he can do that, who knows what else he's capable of. For all we know, they're probably going to do something big before any of us can prepare for it."

"Peter's right." Ruby said. "All in favor of single-handedly taking down a corrupt organizations conspiring against the Kingdom of Vale, say aye."

"Yes!" Yang cheered. "I love it when you're feisty!"

"Well, I suppose it could be fun." Weiss said.

"Count me in." Peter said.

"None of you said aye." Ruby said. "Anyway, let's hatch a plan!"

"Yeah!" Yang agreed.

Ruby then gasped. "I left my board game at the library!"

"We're doomed." Weiss sighed placing her hand on her forehead.

"I'll be right back!" Ruby shouted as she ran into the hallway. Suddenly, everyone heard a collision right where Ruby was. Peter ran out and saw Ruby recovering from being bumped into by a couple of new faces. "Sorry. Are you okay?"

One of them, the green haired girl with tan skin and red eyes, extended her hand offering to pick Ruby up.

"I'm fine." Emerald said. "Just watch where you're going."

"Right, sorry." Ruby apologized.

Peter walked out of the room and approached the kids. "Sorry about her. She gets excited. Hey, I don't think I've seen you before."

"Visiting from Haven, actually." Cinder Fall said as she revealed her self behind Emerald and Mercury.

"Well, you're in the wrong building." Peter said. "Exchange students have their own dorm east of here."

"Guess we got turned around." Mercury said.

"Well, if you have any more questions, feel free to ask." Peter said. "I'm Peter."

"You're Professor Port?" Emerald asked.

"Oh, no." Peter laughed. "I'm a different Peter, Peter Parker. I'm the teaching assistant for the school."

"Nice to meet you." Cinder said. "Thanks for the directions, by the way."

As Cinder, Emerald, and Mercury walked past Peter and Ruby, Peter's eyes widened as he felt a great tingle inside of his brain. When they disappeared from sight, Ruby turned back to him.

"Is something wrong?" Ruby asked.

"I… I'm not sure." Peter said. "My Spider-Sense just tingled."

"What does that mean?" Ruby asked.

"…I think it means we better watch out."

* * *

_**Author's Note: **__And thus enters the fateful encounter. Any and all comments are welcome._


	3. One Small Hiccup

It started out like a normal day. Classes were educational as usual, huntsmen and huntresses continued to hone their skills, and Jaune was rejected by Weiss again. After school hours, Peter Parker met up with Team RWBY in their room. He sort of had a nervous look on his face.

"I thought that class would never end." Blake said.

"All right, everyone!" Ruby declared. "Today's the day! The investigation begins!"

"I'm glad to see we're taking this so seriously." Weiss said sarcastically.

"Hey, we've got a plan." Yang said. "That's… moderately serious."

"Yeah, one more thing, girls." Peter said. "There's been a last-minute change in the plan."

"What change?" Blake asked. "Are you not coming?"

"No, I am." Peter said. "But… so is someone else."

"Who?" Yang asked.

Peter opened the door revealing a young adult woman with red hair and a jacket over the rest of her clothes.

"Kids, meet my best girl, Mary Jane Watson." Peter introduced.

"Oh, that's sweet." Mary Jane said.

"Are you kidding me?" Weiss asked. "Why?"

"Look, I kinda told her what we were up to tonight, and she kinda insisted to tag along. Trust me, it's hard to say no to her."

"Does she know about the… you know." Ruby asked gesturing her hands to look like what Spider-Man does when he shoots his webs.

"Yeah." Peter said. "I don't keep secrets from her."

"How is she going to help anyway?" Blake asked.

"Believe it or not, I am a talented reporter." Mary Jane explained. "I can smell a conspiracy a mile away. And before that, I used to be a stage actress, so I know how to improvise."

"Trust me, she does." Peter agreed.

"Well… okay." Ruby said. "SO let's go over our roles."

"Ruby and I will head to the CCT and check the Schnee records for any other Dust robberies of inconsistencies." Weiss said. "Seeing as I'm in the family, that shouldn't be a problem."

"The White Fang has regular faction meetings to hand out orders and recruit new members." Blake said. "If I can get in, I can hopefully find out what they're planning."

"I'll follow Blake in case her cover is blown and she needs a webby getaway." Peter said.

"You know, I do have a convincing costume that, when done right, would make me look like a Faunus." Mary Jane said. "Sounds like you'll need an extra set of eyes."

"If you say so." Blake said.

"I have an old friend on the shady side of town that typically knows everything going on in Vale." Yang said. "Getting information out of him shouldn't be too hard."

"Great!" Ruby declared. "We'll meet up tonight near Yang to go over what we found. Let's do this!"

"Yeah!" shouted Sun Wukong who was then found hanging upside down outside of the window.

"Sun!" Blake gasped surprised at her friend.

"How did you get up there?" Mary Jane asked.

"It's easy." Sun said. "I climb trees all the time." He then flipped through the open window. "So are we finally getting back at that Torchwick guy?"

"Sun," Blake said, "We are going to investigate this ourselves."

"Oh, come on." Sun said. "You're bringing the red-head along and you've known her shorter."

"I'm the leader, so I'm supposed to be here." Ruby said.

"He's talking about Mary Jane." Peter said.

"Oh." Ruby said embarrassed.

"Besides, I'm a friend." Sun said. "And we should always get friends involved. That's why I brought Neptune."

Realizing what he said, the others looked out the window and Neptune was standing next to the window on a small ledge.

"'Sup." Neptune said casually.

"How did you even get up here?" Ruby asked.

"I have my ways." Neptune said. "Seriously, though, can I come in? We're like really high up right now."

As soon as they helped him into the room, Ruby decided to revise the plan.

"Alright then." Ruby said. "I'll go with Weiss. Sun, you can go with Blake, Peter, and Mary Jane. And Neptune, you can go with Yang since she doesn't have a partner. Everyone good."

"Actually, Ruby, why don't you go with Yang?" Weiss asked. "After all, she is your sister."

"But Weiss, who would go with you then?" Ruby asked.

"Well… I guess Neptune could come with me." Weiss said with a small blush in her cheeks.

Ruby thought for a moment, but then laughed. "Nah." Without seeing Weiss' attraction to Neptune, Ruby dragged her out without her consent.

"Teenagers, am I right?" Peter asked his girlfriend.

"You weren't exactly a ladies man, if I recall." Mary Jane responded.

"…Don't we have a criminal to stop?" Peter asked nervously avoiding the conversation.

* * *

Meanwhile, in an Atlesian aircraft, General Ironwood entered a code on a keypad and entered a laboratory. It wasn't in best order, but the desks were filled with written notes and machines in development.

Ironwood was about to speak when something spooked him: a sudden sparkling sound of electricity. He pulled out his gun, but stopped when he saw a slightly-chubby man in a white lab coat and black-rimmed glasses stepping out from behind a large, white tarp. The back of it was what was sparkling electricity until the man in the lab coat fixed it.

"General Ironwood, sorry about that." The man apologized. "This just takes delicate work and your sudden appearance startled me."

Ironwood put his gun back in its holster and sighed while pinching the space between his eyes. "Otto, be more careful."

"I'm as careful as can be." Otto said. "In fact, that's what my latest project is for. You see…"

"Tell me about it later." Ironwood interrupted. "I just wanted to tell you that I'm about to announce the Knights in the city. I just want to make sure if the modifications you made will live up to our standards."

"General, you have nothing to worry about." Otto said. "The Knights reflexes could never be swifter and their aim is more precise than a hawk. It'll take a thousand Grimm to destroy the army I helped make."

"Thank you. Would you like to present it with me?"

"And leave the safe, armed center of a military battleship? Heavens, no. I'd be best here."

"All right then." Ironwood turned around to leave the lab. "Keep up the good work, Dr. Octavius."

* * *

**Author's Note:** _Another Remnant-born Spider-Man character. Hey, I have a question I'd like to ask. I am thinking about working on RWBY musicals to put on FanFiction. I will only be able to post lyrics and the songs are going to be parodies. Do you think it'll be okay with the Rules and Guidelines? I don't know if songs are allowed. Any and all comments are welcome._


	4. Painting the Town

Weiss was gathering information at the CCT tower. Yang and Neptune were getting very little gossip from a gangster named Junior. Ruby just learned that one of her friends, Penny, was actually a robot the whole time. All that was left was Blake, Sun, Spider-Man, and Mary Jane Watson. Mary Jane had on fake fox ears. They were in a dark alleyway and found a secret meeting place for the White Fang.

"This is it." Blake said. She then handed Sun and Mary Jane white masks.

"I don't get it." Mary Jane said. "These White Fang people are proud of what they're doing. So why are they wearing masks?"

"The masks are a symbol." Blake explained. "Humanity wanted to make monsters out of us, so we chose to don the faces of monsters."

"Grimm masks." Sun said. "That's kind of dark."

"So was the guy who started it." Blake said before she put hers on. "What about you, Peter?"

"You guys get through the door." Spider-Man said. "I'll enter through a window and watch from above. If you need anything, I've got an earpiece."

Blake, Sun, and Mary Jane were let in while Spider-Man found an open window and went through it. He perched himself on a catwalk above the White Fang crowd. Suddenly, on a stage, one of the Faunus stood up.

"Thank you all for coming." He said. "For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for for so long."

The Lieutenant moved aside revealing his guest. But the sight of him shocked the crowd. It was Roman Torchwick himself. Right behind him was a short girl in a white outfit. Half of her hair was pink and she carried an umbrella. Spider-Man was also surprised to see one of his enemies right behind the pink-haired girl: Adrian Toomes, the Vulture.

"What's a human doing here?" a deer Faunus asked.

"I'm glad you asked, 'deerie'!" Torchwick announced smugly. "Now, I'll be the first to admit, humans… are the worst. Case in point, me. So I understand why you would like to see us all locked away, or, better yet, killed!"

"Nice speech, Dixon." Spider-Man thought.

"But," Torchwick continued. "Before the claws come out, I'd like to mention the fact that you and I all have a common enemy: the ones in control, the people pulling the strings, the dirty, rotten humans that run our kingdom. Government, military, even the schools; they're all to blame for your lot in life! And they're all pests that need to be dealt with! Fortunately, I'm the best exterminator around… No offense to any rodents in the room."

With a snap of his fingers, a curtain fell behind him revealing something that shocked everyone, even the heroes. T was an Atlesian Paladin with the White Fang symbol on its shoulder.

"Where did he get that thing?" Spider-Man asked.

"As some of you may have heard," Torchwick declared, "This right here is Atlas' newest defense against all the scary things in the world. And thanks to my employer, we've managed to snag a few before they 'hit the shelves'. Now, many of your brothers have already moved down to our new operation in the southeast to meet up with the Demons (yes, we're joining forces with them too).If you'd rather stay within the city, that's fine… But if you're truly ready to fight for what you believe in, this is the arsenal I can provide you. Any questions?"

And just like that, all the violent Faunus in the room cheered in agreement. Torchwick got another bunch on his side.

"We can't let him sell that thing." Spider-Man said touching his earpiece.

"I know." Mary Jane said. "We need to disable that thing. It's no useless if it's just a giant paper weight."

"But how do we get to it?" Sun asked.

"Leave it to me." Mary Jane said. "I'll cause a distraction while Blake sneaks behind the mech to disable it."

"What kind of distraction?" Spider-Man asked.

"I'll worry about it." Mary Jane said. "Just watch my back, okay, Tiger?"

Blake and Sun began to step to the sides without arising suspicion. Meanwhile, Mary Jane went outside of the crowd while revealing an Atlesian gun.

"You guys call that a gun!" Mary Jane called out getting everyone's attention. "That's nothing! Look at this baby!"

"That's the best you can do?" Spider-Man asked silently. "Where did you even get that?"

"I kinda swiped it from a Knight on the way here." Mary Jane whispered into her ear com. "Figured I was gonna need it."

"Who is that?" Torchwick asked.

"I don't know," the Vulture replied, "But something about her seems familiar."

"Is that right?" Torchwick asked. He then approached Mary Jane. "Well, foxy, tell me more about this gun. It looks like a standard gun to me."

"That's what you'd think." Mary Jane said in confidence. "This thing has quite a kick. And it's lighter and easier to handle." She accidently pulled the trigger hitting one of the gangsters on the stage. "Oops. Did you like that guy?"

"I mean, he was all right," Torchwick said, "But wow! That does have a kick."

While they continued talking Sun and Blake made it right behind the Paladin and opened it up.

"And this will definitely sell a lot on the black market." Mary Jane said. "So, what do you say?"

"No deal." Torchwick said suddenly. "But, I've got to say, that was a pretty good distraction while your friends try to sabotage my Paladin."

The Faunus gasped and gazed their eyes at Blake, who was caught sitting on Sun's shoulders trying to fiddle with the Paladin. The pink-haired girl knocked off Mary Jane's disguise shocking everyone in the room.

"I knew I recognized her!" the Vulture said. "That's Mary Jane Watson, the meddling reporter! But if she's here, then…" He turned his head to the top of the room where Spider-Man began to swing. "Spider-Man!"

While Blake got off Sun and Mary Jane ran to the two of them, Spider-Man approached them by hopping on the White Fang members' heads calling them out one by one by their animal characteristics.

"Hi, Rammy! Cow lad! Leo!" He then landed on the stage where the big bad ones were. "And now, we've got Tweety, the big bad wolf and…" He stopped when he saw Neo. "Uh… I don't know what to make of you. Do you have some kind of Mary Poppins' daughter gimmick or something?"

"Enough!" Vulture exclaimed as he hovered in the air ready to strike. But before he could, Mary Jane darted right past some of the Faunus.

Mary Jane found a power box and quickly opened it up. Before anyone could react, MJ gripped the switch and slammed it down. Suddenly, the entire warehouse was pitch black.

"MJ!" Spider-Man shouted seeing no one.

"I'll be fine!" Mary Jane shouted. "Just get out of here!"

Reluctant to leave his girlfriend behind, Spider-Man swung out through a window followed by Blake and Sun. They were outside of the darkened warehouse.

"What about Mary Jane?" Blake asked.

"Oh, don't worry." Spider-Man said. "This isn't the first time she pulled that trick."

Suddenly, they heard a mechanical sound from the other side of the wall they came through. The Paladin broke through and the Vulture hovered above it. At the cockpit of the Paladin was Roman Torchwick.

"Stand still." Torchwick demanded. "I need to crush you."

"Hmm." Spider-Man said casually. "Hey, here's an idea… RUN!"

Blake and Sun jump from one rooftop to another with Spider-Man swinging from building to building while Torchwick and the Vulture followed them. Blake took it upon herself to call the rest of her team. Spider-Man managed to slow down waiting for the Vulture to catch up to him while not being caught by him. Blake and Sun met back up with Ruby, Weiss, Yang, and Neptune.

"Okay, Adrian, real talk." Spider-Man said. "Why are you still wearing your wings? You know those are fatal for you to use."

"I'm on the verge of a cure, and I won't let you stop me." The Vulture said. "Now, shut up and die!"

During the fight, Sun, Neptune, and Mary Jane were left on the highway. The battle lead everyone else underneath the bridges where they grouped up.

"Who's the guy with the wings?" Ruby asked.

"That's the Vulture." Spider-Man said. "Some old shmuck with mechanical wings that help him fly."

"You have quite a colorful rogue's gallery." Yang commented.

"I didn't pick them." Spider-Man said.

"Any strategies?" Weiss asked.

"He can only fly with those wings." Spider-Man said. "If we pluck them, he'll be a harmless old man. Of course, there's also the guy in the robot suit to worry about."

"Maybe we can work both problems at once." Ruby said. "Spider-Man, get Torchwick's attention!"

"On it, kid!" Spider-Man agreed before he swung up. He landed right on Torchwick's cockpit. He looked inside seeing the criminal face to face.

"License and registration, please!"

Torchwick raised his mechanical fist to punch Spider-Man down, but he saw it coming and jumped out of the way. Spider-Man swung around the Paladin sometimes using its limbs as swinging points. The Vulture flew in to try to intercept Spider-Man, but he hopped off his back and jumped over. The distraction gave Team RWBY the opportunity to attack the Paladin and Vulture with their team attacks.

"Bumblebee!" Ruby called out sending Blake and Yang in. With Blake's help, Spider-Man got everything he needed to catch Vulture. The old bird tried to charge at Blake, but instead, he hit an afterimage while the real Blake swung her weapon at his mechanical feathers making him lose control. Spider-Man shot a giant net made of web which the Vulture landed on safely.

Meanwhile, Torchwick found an opportunity. He raised his mechanical fist again just as Yang was about to hit him. He countered with his own punch that sent Yang right through a pillar.

"No!" Spider-Man gasped.

"It's okay." Ruby said. "She'll be all right."

"How do you know?" Spider-Man asked.

"I've known her long enough to know her semblance." Ruby said. "She can absorb damage that's thrown at her and use it to charge up her attacks."

"So…"

"She can take it, then dish it out!" Ruby clarified.

Just as Ruby predicted, Yang shot out in a yellow comet and punched right through the Paladin breaking it to pieces.

Torchwick fell to the ground while parts of the armor fell around him. When he got up, the heroes approached him. Suddenly, the same silent girl that was with Torchwick earlier landed between them.

"Spider-Man, ladies, Ice Queen…" Torchwick said.

"Hey!" Weiss exclaimed.

"Always a pleasure." Torchwick continued. "Neo, if you would."

Suddenly, what appeared at Torchwick and Neo became a glass image and shattered into thin shards that disappeared into thin air.

"Another enemy of yours, Spidey?" Yang asked.

"No. She's new." Spider-Man said. "Guess she has glass powers."

"So she made our plans… fall apart?" Weiss attempted to joke.

"Really?" Blake asked. "There's a time and a place."

"And this wasn't it?" Weiss asked.

"No, it just wasn't funny." Yang said.

"Wait. We still have Vulture." Spider-Man pointed out.

Everyone turned to the web net, but they were shocked to see it empty. The metal bird costume was left behind in the web, but the man inside escaped.

"Where'd he go?" Blake asked.

Suddenly, a loud smack was heard across the field. They followed the sound until they found Adrian Toomes laying unconscious on the ground. Standing above him was a man in a police uniform rubbing his fist.

"Nice." Yang said.

"Now, normally, I'd take you all in for being out so late and picking fights with known criminals inside of stolen Atlas tech," the officer said, "But as far as I'm concerned, these two were attacking a few random kids and they fought back in self-desense. And Spider-Man saw the kids in trouble and decided to help. Does that sound fair?"

"Thank you, sir." Ruby said gratefully.

"Davis. Officer Jefferson Davis. Glad to help."

"Just be careful with that guy." Spider-Man said addressing the old man that Officer Davis was handcuffing. "He's crafty."

"I grew up with a crafty brother and my son's going through a rebellious phase." Davis said. "I'm more than prepared."

"Wait, where's Sun, Neptune, and Mary Jane?" Ruby asked.

* * *

Sun, Neptune, and Mary Jane were sitting in an outdoor bistro stand.

"So… do you think they're all right?" Neptune asked.

"No problem." Sun said.

"They're with Spider-Man, so I'm sure it's fine." Mary Jane assured.

* * *

Back at the warehouse, the White Fang were just finishing packing up. Torchwick came in with Neo right behind him. He also found Cinder waiting for him in her usual red dress.

"Rough night?" Cinder asked.

"Don't start with me." Torchwick said. "This was supposed to be a peaceful last night of recruiting before I ship off to Mountain Glenn. Instead, I lost a big suit of Atlas tech, the old timer got arrested, and I was nearly humiliated by Spider-Man and his teenage troupe."

"They're still working with him?" Cinder asked.

"Yeah." Torchwick said. "Especially Little Red."

"Little Red?" Cinder asked. "You mean Ruby Rose? The girl with the silver eyes?"

"Yep."

"Really?" Cinder asked thinking back to earlier when she first met him along with Peter Parker. "Could it be that he is…"

"Do you know something?" Torchwick asked.

"It's just a theory." Cinder said. "For now, it's time for you to go. And this time, I'm sending you with two helpers. Don't worry. I've got some help of my own."

Torchwick didn't like being left in the dark, but he knew better than to talk back to his superior. He walked away with Neo while Cinder met up with another man.

"I take it I'm finally stepping in?"

"Not yet." Cinder answered. "I'm saving you for a special night. Don't worry. You'll have your time in the spotlight real soon… Mr. Beck."

* * *

**Author's Note: **_Sorry if the fight scene didn't have all the details as it did in the original. I was in a hurry. I hope you like it enough. Any and all comments are welcome._


	5. Extracurricular

Peter Parker made it to Glynda's class. Unfortunately, he just missed a sparring session between Pyrrha and Team CRDL. He regretted not coming a few minutes earlier to see those jerks get what they deserved.

"Glad to finally make it, Mr. Parker." Glynda said.

"Sorry." Peter said. "Had a long night."

"I bet." Glynda said. "Well, that's the match, class! Well done, Ms. Nikos. You should have no problem qualifying for the tournament."

"Thank you, professor." Pyrrha said as she returned to her seat.

"I know it's a tough act to follow, but we have time for one more sparring match. Any volunteers? Ms. Belladonna, you've been rather docile for the past few classes. Why don't you…"

"I'll do it!" Mercury volunteered.

"Mercury, is it?" Glynda asked. "Very well. Let's find you an opponent."

"Actually," Mercury interrupted, "I want to fight… him." He pointed at the teacher's assistant. Peter looked around him and realized he was being singled out.

"Me?" Peter asked.

"Mr. Parker isn't a student." Glynda said. "I recommend you choose another partner."

"Does it matter?" Mercury asked. "I'm just curious because I've never seen this guy in action."

"Uh…" Peter said. "I guess. All right. Set me up."

Peter got in the center of the classroom. It won't take much to say the match didn't last long. Peter barely dodged the few strikes Mercury threw. Before long, Mercury sighed in disappointment.

"I forfeit." Mercury said. "Sorry, but this isn't as fun as I thought it would be."

"In that case," Glynda said, "Peter Parker is the victor of the match. Next time, you may want to think a little harder before choosing an opponent."

"I'll be sure to do that." Mercury said returning to his seat.

Peter returned to Glynda rubbing his sore spot.

"What's that guy made of, metal?" Peter asked.

"What was that?" Glynda whispered.

"I gotta keep up appearances." Peter said. "If people saw my real skills, they'd start comparing me to Spider-Man and put two and two together."

"This is a fighting school, Mr. Parker." Glynda said. "Everyone is expected to have skill."

"But Peter Parker isn't. Trust me. It's worked so far."

"Fine." Glynda sighed. The turned her head back to the class. "That is all for today. And remember, the dance is this weekend. But you all have your first mission on Monday. I will not accept any excuses."

As the students got up to leave, Peter approached Glynda. "Dance? What dance?"

"We're hosting a dance this weekend." Glynda said.

"This is the first I've heard about it." Peter said. "So… Can anyone come?"

"If you want to invite Ms. Watson, go ahead." Glynda answered.

"Really?" Peter asked joyfully. "Thanks."

Outside the room, Mercury approached his partner and sighed.

"Well, do you want to tell Cinder she was wrong about him? Because I don't wanna." Mercury said.

* * *

On the Atlas airship, Dr. Otto Octavius was focused on his work. He was making tiny adjustments to his multi-appendage safety harness. He was so focused on it, he didn't realize the person standing behind him until she spoke.

"Salutations!" Penny greeted loudly.

Otto was blown back by the sudden voice and nearly tripped. He turned to see the girl with red hair and a skirt standing there happily.

"Uh… hello." Otto said. "Little girl, what are you doing here?"

"What do you mean?" Penny asked. "I'm here for my check-up. They told me that you were assigned to adjust me at this time."

"Check-up?" Otto asked before widening his eyes. "Wait. You're the android?"

"Of course." Penny said. "Is that a problem?"

"Apologies." Dr. Octavius said. "It's just that I've never seen an android that advanced before. Props."

"Thank you." Penny said. "Well…"

"Of course." Otto said as he got behind Penny. He opened up the back of her head and looked inside. "I'm going to be messing around in your head and I'll do my best not to damage you. Is that okay?"

"Go ahead." Penny said giving Dr. Octavius permission to work.

"The system won't kick in until after I've finished with the update," he said, "But I promise, your precision will be 17% more efficient."

"Thank you, Dr. Octavius." Penny said. "I can see why General Ironwood respects you so much."

"He does, huh?"

"Of course! From what I gather, you've made great strides in the advancement of mechanics and nuclear physics since you graduated from Atlas Academy. Though, you seem to be secluded in your lab a lot."

"It's a lot safer in the middle of a heavily armed warship than out there where death is all around. I tend to be a bit frightened easily."

"Well, I'm sure that if you let loose occasionally, you'll feel better. I mean, I got some time to myself, and honestly, it was the best time I've ever had. You know, there's a party going on at Beacon this weekend. Perhaps you can attend."

"Me?" Octavius asked as he finished with the update. He closed the head letting Penny process. "No, no, no. I'd be terrified."

"You never know." Penny said before walking away. Otto was left in silence thinking about that conversation.

* * *

"And finally, Peter Parker." Emerald said looking through her scroll. She was alone in her dorm room with Mercury and Cinder Fall.

"Ah, yes." Cinder said. "What do you think? Am I right?"

"It doesn't look like it." Emerald said. "Mercury wiped the floor with the guy. Whatever gave you the suspicion that he was Spider-Man, you should probably ignore it."

"He could just be holding back to throw off suspicion." Cinder said. "We can't be too sure."

"You really think that Parker dork is Spider-Man, huh?" Mercury asked. "Well, you should be able to take the web-slinger no problem whether or not you do know his identity."

"It's not about overpowering the enemy." Cinder said. "It's about taking away what power they have. And we will, in time. Spider-Man's identity may not be consequential to us, but if you recall, we have half of his rogue's gallery on our payroll. A promise to find them a cure, power, or a passageway back to their world makes them easy to control. So I think if they knew who Spider-Man really was, it would give us a great advantage. But for now, we need to wait and confirm our suspicions."

"I hate waiting." Mercury complained.

"Don't worry, Mercury." Cinder said. "We have a fun weekend ahead of us. After all, the dance will feature Mysterio's greatest performance yet."


	6. Burning the Candle

Ruby wasn't having a happy time. Sure, she, her team, and Peter Parker were decorating the ballroom with a party environment, but she didn't like that not everyone in her team was there. And Weiss didn't help when she put two squares in front of her.

"I need you to pick a tablecloth." Weiss said.

"Aren't they both the same?" Ruby asked.

"I don't even know why I asked." Weiss sighed in frustration.

"So, have you picked out a dress yet?" Yang asked her sister.

"What's the point?" Ruby asked. "Who cares about the dance if Blake isn't going?"

"Don't worry. She's going." Yang assured. She then saw what Weiss was holding. "Weiss, I said no doilies!"

"If I can' have doilies, you don't get fog machines!" Weiss argued.

"Did someone say fog machines?" Neptune asked as he walked in with Sun.

"We were thinking about it." Weiss said.

"So… what does Blake think of all this?" Sun asked. "She still being all, you know… Blake-y?"

"Obviously." Weiss said.

"She's just super stressed and focused on catching Torchwick." Peter said. "I've been focused on finding my fair share of baddies."

"I still can't think of a way to change her mind." Ruby said.

"Gues, trust me." Yang said as he began to walk out. "Blake will be at the dance tomorrow."

Right as she left, Mary Jane came in the same way.

"Peter, you asked me to come here." She said.

"MJ, perfect." Peter said as he approached his girlfriend. "Listen, I know the past semester has been stressful, so I'm thinking we take the time to relax. There's a dance going on tomorrow and I'd like you to be my date."

"Why, Mr. Parker," MJ said feigning shock, "Me? You shouldn't have."

"Can I take it as a yes." Peter said.

"Of course, tiger." MJ said. "I'll need to go shopping for a new dress first."

"What's with everyone and their dresses?" Ruby asked.

* * *

Yang promised she'd convince Blake to go, and sure enough, she did. After sharing an emotional story about finding her mother and surviving a near-death experience, Blake took the lesson to heart and decided to slow down for one night. At the dance, she walked in with Sun, but she gave Yang her first dance. Once they were done, Blake continued to dance with Sun and Yang met up with her friends.

"Nice work, Yang." Peter said adjusting the collar of his black-tie tuxedo. "How'd you do that?"

"I just talked to her." Yang answered. "You'd be surprised what a few words will do."

"Not really." Peter said. "Remember all the jokes I make during battle. Really gets on the bad guys' nerves."

"That reminds me." Ruby said. "I gotta know. How do you come up with all those one-liners so quickly? The response time was uncanny."

"It's easier than you think." Peter said. "Imagine you are suddenly surrounded by a group of thugs. What do you say? Quickly."

"Uh," Ruby said trying to find an answer in time, "'Hey, fellas!'"

"Not a bad start." Peter said. "Me, I could have said 'What's this? A surprise party? You shouldn't have.'"

"Excuse me." MJ said as she walked in with her sparkling black dress. "May I steal him for a moment?"

"He's all yours." Yang said giving Peter a shove.

When the music started to play slow music, Peter and Mary Jane got close to each other, face to face. They smiled and looked into each other's eyes as they danced to the music. They had forgotten all else besides each other. They even forgot they were in another world. When reality set back in, the music ended and so did their dance. They bowed to each other and returned to their positions. Although, Peter was surprised to see Ozpin standing there.

"Quite beautiful, Mr. Parker." Ozpin said. "I've got to say, not a lot of people are fortunate enough to have what you two have."

"Have you been watching us?" Peter asked.

"As well as the rest of the crowd." Ozpin said. "But I've got to say, you're a special one. Not everyone has a connection with their partner the way you two do."

"Thanks." Peter said. "What about you? Did you ever have someone?"

Just then, Ozpin seemed glum. He looked out the window and into the shattered moon as he answered. "Once. A long time ago."

Peter immediately caught up to the sadness in Ozpin's voice and regretted asking. "Sorry."

"It's all right." Ozpin said. "Well, I'd better see how the others are doing." He walked away leaving Peter there.

At the podium, Yang welcomed a newcomer, a really nervous man in a tuxedo.

"Haven't seen you before." Yang said. "Name?"

"Dr. Otto Octavius. I'm from Atlas. Hope I'm not too late."

"You're just in time." Yang said. She then turned her head to two other arrivals. "And so are you."

"Wouldn't miss it for the world." Mercury said as he walked in with Emerald by his side.


	7. Dance Dance Infiltration

So far, the dance was going well. The teachers were getting along, the students were enjoying themselves, and Ruby and Jaune were discussing being awkward by the punch bowl. In the meantime, General Ironwood's eyes caught a certain scientist nervously standing in the middle of the room. He ended his dance with Glynda Goodwitch and approached him.

"Otto." He greeted. "Glad to see you come."

"Truth be told, general, I almost didn't." Dr. Octavius said. "That Penny girl is quite persuasive. Atlas is lucky to have her."

"Yes, I believe we are." Ironwood agreed.

Suddenly, a dance broke out among the students. At the front was Team JNPR, but the real kicker was Jaune was wearing a white dress with a blue ribbon.

"Okay, now I'm really glad I came tonight." Otto said trying to hold back his laughter.

Meanwhile, Peter was also watching in awe at the dance (but mostly Jaune). He was definitely amused… until something went of in his head. Ruby noticed his reaction.

"What's wrong?" she asked.

"It's my Spider Sense." Peter said. "Something's wrong. I think…" He turned his head outside the window and saw a distant figure hopping from one rooftop to another. "Ruby, I think it's time we leave this party."

"About time." Ruby said. "I hate these dresses."

* * *

The mysterious figure was Cinder Fall wearing a black costume and mask sneaking into the Cross Continental Transmit System Tower. She knocked out five guards before going into an elevator with two more. She proceeded to knock them out too.

* * *

Back at the party, Team RWBY (without their leader) was conversing at the second floor.

"Why did Jaune do that again?" Blake asked.

"Apparently, it was some kind of promise he made if Pyrrha didn't come with a date." Weiss explained.

"Gotta give Jaune this, he keeps good on his word." Yang said. "By the way, Blake, what do you think now that you've finally slowed down."

"Honestly," Blake said, "Kind of relieved. Thank you, Yang. I don't think I've felt more at peace."

Suddenly, the three girls were startled by a bright flash of lightning outside and a ear-piercing sound of thunder. Everyone at the dance looked out the windows and saw heavy winds picking up way too quickly and they started to panic.

"I thought the weather predicted clear skies tonight." Glynda said.

"They did." Ozpin said. "Something's wrong. This isn't natural. Attention, everyone! Get under the tables and…"

He stopped when he caught sight of a big tree launching toward the window. Everyone braced for impact, but then they were shocked to see a green light that blasted it away. Everyone saw the source of the green light and were amazed.

* * *

Back at the CCT tower, Cinder got off an elevator and into a computer room with aisles of operational monitors displayed. She approached one and inserted her Scroll into a slot. The screen had an image of a chess piece. She started to walk away, but then she was stopped when a string of web shot in front of her. She looked up and saw Spider-Man hanging on the ceiling.

"I swear, if you try to beat my high score!" Spider-Man said. Ruby exited the elevator to join up with her friend confronting the myserious figure.

"All right, Spider-Man." Ruby said. "Who's this one?"

"This one, I don't know." Spider-Man replied. "Hey, if you want to try the whole 'cat burglar' gimmick, somebody already beat you to it. And no offense, she can pull it off better. Probably the white hair."

Cinder didn't reply. Instead, her clothes lit up and she shot shards of ice dust toward them. Spider-Man and Ruby dodged in time.

"Not much of a talker, huh?" Spider-Man asked. "Something tells me this conversation's gonna be one-sided." He swung around the room dodging more of her strikes until the elevator dinged one more time. Cinder took the opportunity to quickly escape in the shadows.

Out of the elevators came General Ironwood who was slightly out of breath. "What happened?"

"There was some lady in black down here." Spider-Man said. "She tried to hack these computers and… Is something up?"

"Just got back from the dance." Ironwood said. "There was some kind of freak storm that appeared from out of nowhere and… Well, you might want to see for yourself." He pulled out his Scroll and handed the news broadcast to Spider-Man and Ruby. On the screen, Lisa Lavender was approaching a man outside of Beacon Tower. The stranger made Spider-Man surprised.

"No flippin' way!" Spider-Man said in an upset tone. "Not him! Anyone but him!"

"I just arrived at Beacon during a dance in a response to an anonymous tip saying there was a new hero among us." Lisa announced. "This man singlehandedly used his strange powers to save the students and staff of Beacon, Atlas, Shade, and Haven from the worst of the storm. Tell me, stranger, what is your name so we may properly thank you?"

"I'm not doing this for thanks, but I will welcome it. Just call me… Mysterio."

"What the heck?!" Spider-Man shouted.

* * *

Meanwhile, Cinder (back in her normal clothes) reunited with Mercury and Emerald, who were standing in the crowd watching Lisa Lavender interview Mysterio.

"Amazing how much people can praise a guy with a fishbowl on his head." Mercury said.

"This gives us plenty of opportunity if one of our own is seen as a hero." Cinder said. "Now, you two, have you seen Peter Parker during the skirmish?"

"Nope." Emerald said. "Lost him sometime before Beck's light-show he called a storm."

"And yet, during it, I fought against Spider-Man and Ruby." Cinder said as the clock chimed midnight. "Things are certainly not going in Parker's favor at all. When Torchwick gets here with his attack, then we'll know for sure whether or not Peter Parker and Spider-Man are one and the same."

* * *

**Author's Note: **_Cinder's getting closer and closer to her suspicions. Will she be proven right. Find out soon. Today, Spider-Man Far From Home was released on DVD and I am currently watching it as I'm updating this story. Couldn't be in a more Spider-Man mood. Expect the next chapter soon. Any and all comments are welcome._


	8. Field Trip

Mysterio had his bubble helmet on along with his green armor and purple cape. Lisa Lavender held the microphone to him.

"I come from a small, unmarked farm in Mistral. I tried to help my family by being an official huntsman. Unfortunately, my grandmother fell ill the day I was supposed to apply to Haven. To save our family, my parents had to sell the farm and we had to move to Vale. But on the way here, we were attacked by the White Fang. I… was the only survivor. I spent the next few years here trying to make ends meet for myself. Then, I saw the news and discovered Spider-Man. His heroics inspired me to make sure there won't be another person on Remnant to suffer like I have. Spider-Man, wherever you are, I hope for the opportunity to work together."

The entire broadcast was seen in Ozpin's office along with Glynda and Ironwood.

"I don't know about you two," Ironwood said, "But this all seems too convenient. He shows up to save us, and in the meantime, someone hacks into the CCT tower."

"I agree." Ozpin said. "Which is why we're calling someone in."

Suddenly, the elevator dinged letting Peter Parker and Ruby out.

"Sorry it took so long." Ruby said. "Someone accidently hit all the buttons on the elevator on the way up here. …Peter did it."

"Hey!" Peter exclaimed.

"Glad you could come." Glynda said. "Tell me, have any of you heard of Mysterio before?"

"I definitely have." Peter said. "He's one of my enemies."

"Really?" Ruby asked. "But he saved everyones' lives."

"He can't be trusted." Peter said. "When I first met him, he was a special effects artist named Quentin Beck. I was swinging by one of his sets when I caught one of his tricks about to hurt somebody. I stopped anyone from getting hurt, but Quentin got fired. He blamed me and became Mysterio to destroy me."

"So all that flying, energy blasting, levitation…" Ironwood said.

"All fake. Smoke and mirrors. His real power is fancy illusions. Mysterio's nothing but a hack with a snowglobe for a head."

"If this is true," Ironwood said, "Then Mysterio must have created that storm somehow. It was all to distract us while this mystery woman tried to hack the CCT tower."

"Wait, are you saying that this strange woman might be related to Spider-Man's enemies?" Ruby asked. "Like the Vulture and Sandman were to Torchwick."

"It's not outside the realm of possibility." Ozpin said. "But we don't have much to go on."

"Actually," Ruby said with an idea brainstorming in her head, "I think I remember the intruder saying something about a hideout or something in the southeast. Just outside the Kingdom."

That gave Peter flashbacks. When he was spying on Torchwick at the White Fang rally, the criminal said that he moved some of his operation in the southeast. He realized what Ruby was trying to do and smiled.

"Interesting." Ozpin said getting the idea as well. "Thank yo for your cooperation, you two. Why don't you head on back? You have a big day ahead of you."

"Any time." Ruby said as she left with Peter.

"That was a clever trick." Peter congratulated.

"Thanks." Ruby said.

"Just be sure to be discreet." Peter said. "We don't want the mystery woman we met last night to know we're onto their southeast operation."

"Got it." Ruby said walking away.

* * *

"Do you have to steam-clean your cape?" Mercury asked Quentin Beck in the middle of a dark warehouse.

"It adds a sense of flare." Beck said. "Shouldn't you be in school? I hear there's an assembly today."

"Emerald's covering for me." Mercury said. "Just be sure to keep an eye out for that Parker guy."

"Your boss seriously believes Peter Parker is Spider-Man?" Beck asked. "I mean, I was surprised to hear that he too came to this world."

"So he is from Earth?" Mercury asked.

"Yeah, he used to be a photographer. His specialty was Spider-Man photos, and he was very good at them."

"And that didn't make anyone suspicious?"

"Of course, I was suspicious. In fact, I too thought he and the web-head were the same guy, but I was proven wrong. If Cinder has the same theory, then she better hope she's right, or she's going to look very embarrassed."

"Just stick with playing the hero and leave Spider-Man to us, bubble-head." Mercury said as he turned away.

* * *

Later on, the entire student assembly from all four schools gathered in the amphitheater. Once they were inside, Team RWBY subtlety greeting Peter who waved back. The entire room fell silent when Glynda told them that Ozpin was about to speak.

"Today, we stand together, united. Mistral. Atlas. Vacuo. Vale. The four kingdoms of Remnant. ON this day, nearly eighty years ago, the largest war in recorded history came to an end. It was a war of ignorance, of greed, and oppression. A was that was about much more than where borders fell or who traded with whom, but about the very idea of individualism itself. We fought for countless reasons, one of which being the destruction of all forms of art and self-expression. And as you are well-aware, that was something many could not stand for. As a result, those who opposed this tyranny began naming their children after one of the core aspects of art itself: color. It was their way to demonstrate that not only would they refuse to tolerate this oppression, but neither were the generations to come. And it was a trend that is held to this very day. We encourage individuality, expressionism, and unity through diversity. As I have said, today we stand together, united. But this bond cannot exist without effort. Which is why today, while the rest of the world celebrates peace, Huntsmen and Huntresses will work to uphold it. As first year students, you will be tasked with shadowing a professional Huntsman or Huntress on a mission. Some of you may be taken out of the kingdom for several days. Others may work within the walls for the rest of the week. But no matter which path you chose, remember to be safe, remember your training, and remember to do your very best."

The students proceeded to the screens to pick out their missions. During which, Professor Ozpin approached Peter Parker.

"That's quite a speech, professor. I read about he war, but I never would have thought they'd hold on to their art so much, they'd name their kids after it."

"Not all art can be seen, Mr. Parker." Ozpin replied. "You know, there is a mission to clear out Grimm in Quadrant 5."

"Huh?" Peter asked confusingly.

"The southeast." Ozpin cleared up. "In fact, there are some rumors of an underground criminal network there."

"Does that mean you're going to send somebody to check it out?" Peter asked.

"Not just anyone, Peter." Ozpin said. "Normally, first-years shouldn't have a mission that advanced, but based on recent events, I'd say Team RWBY is qualified, don't you? And of course, it'd be hard to break up the set, so why don't they shadow you?"

"Me?" Peter asked. "But I'm not a Huntsman."

"Here's how I see this going," Ozpin said, "You're going to hitch a ride with Team RWBY anyway and their designated Huntsman, Dr. Oobleck. Now, Oobleck isn't foolish. If he caught you sneaking your way into a school mission, he'll come to notice that a certain swinger is in fact associated with Beacon. Eventually, he'll work it out."

"You haven't told him?" Peter asked.

"Other than myself, Glynda's the only member of the staff who's aware of your double life. I trust Bartholomew, but I prefer to keep certain things close to the chest. It would be worse if I send you to assist Team RWBY. Having you substitute for Oobleck seems to be the safest option."

"Well… I guess that makes sense." Peter said. "All right then. I'll trust you on this."

"Thank you, Peter." Ozpin said. He pulled out a small notebook and handed it to Peter. "These are Bartholomew's notes on the place you're going, Mountain Glenn. Now, if you excuse me, I'd better inform the girls of their fortune."

When Ozpin left, Peter cracked open the notebook and saw the many, many, many words written on the pages.

"Yikes. Oobleck writes like he talks. That's gonna be quite a read on the way. Okay, this is your first official mission. Don't blow it." That's when he walked outside to wait for and greet Team RWBY.

* * *

**Author's Note: **_Another chapter done. What do you think? Any and all comments are welcome._


	9. Search and Destroy

"Peter?" Weiss asked. "You're accompanying us?"

"About so." Peter said. "Dr. Oobleck's given me a detailed itinerary of this trip. Very detailed. He's also given us all the essentials we need, so you can leave your bags here. I'm the only exception because I've got my costume in this bag. And we won't be finding a base of operations. Instead, we'll set up camp to wherever we'll be at the time."

"All right then." Ruby said. "Guess this will be fun."

* * *

The airship carrying the team flew over entire forests toward the south. During the trip, Peter was looking through the journal that Oobleck gave him.

"So what are we expecting?" Yang asked.

"Well, Dr. Oobleck has explained the history of Mountain Glenn. It's full of wild forests and deep caves, but apparently there was a city built there. The citizens built it as an expansion of Vale, but unfortunately, it was quickly overrun with Grimm."

"That probably makes it a likely place for a hideout." Blake said.

When the airship landed, the five took a moment to look around the city. The empty, barren streets cut across the broken buildings that stood underneath the bleak sky.

"Well, then, girls," Peter said, "Professor Ozpin has put you four in my care, so it's important for you to do what I say." His eyes caught Ruby carrying around a backpack. "Ruby. I thought I said to leave your bags at the school."

"But…" Ruby said nervously, "You didn't tell us to listen to you yet. So I didn't."

"Don't get cute with me." Peter said. "Look, just leave your bag here and we'll pick it up when we're done."

"But…" Ruby said. Suddenly, a black and gray corgi's head popped out of the bag. It was Ruby and Yang's pet dog, Zwei. His appearance brought a moment of silence.

"Get back in the bag." Ruby whispered to her dog.

"Ruby," Peter said, "I want you to take a moment, think about it, and explain to me why I'm seeing a dog's head sprouting out of your bag like a vegetable."

"Sorry, Peter." Ruby said. "My dad sent Zwei here to us to watch over for a few days. I just thought he'd be a nice addition to our party."

"Ruby, we're trying to uncover a villain plot, not touring to the grasslands." Peter said. "Well, it's too late to turn back now. I suppose we can…" Suddenly, his eyes opened wide and his reaction forced his head to turn left. "Uh, oh."

"What?" Weiss asked.

"Spider Sense." Peter said. "Grimm."

Team RWBY turned their heads at a whole pack of Beowolf Grimm gazing towards their direction.

"What's the plan?" Yang asked.

"Well, let's consider this practical training. Let's ground these chihuahuas." Peter said as he zipped up his bag. He pulled out his costume. While the rest of Team RWBY started to engage the Grimm, the web-slinger had quickly put on his red, blue, and black costume. That's when he joined in.

Sector after sector, Team RWBY and Spider-Man had come across legions of Grimm seeking for their objective. Spider-Man then remembered something in the itinerary. He swung to approach Yang who shot her last Grimm for the moment.

"That oughta get him fixed," Spider-Man said. "Sorry. Dog joke. So Yang, random question: why do you want to be a Huntress?"

"Me?" Yang asked. "I don't understand."

"Look, Oobleck wants me to ask you why you chose this line of work." Spider-Man asked. "If I don't he'd probably filibuster. So why do you want to be a Huntress?"

"I'm a thrill-seeker." Yang said. "I want to travel around the world and get wrapped up in as many crazy adventures as I can. And if I help people along the way, then that's even better. It's a win-win, you know?"

"Huh." Spider-Man said. "You know, sometimes I wonder if I'm just a hero for the thrills." He swung away leaving Yang stunned in silence.

Spider-Man helped Weiss by webbing a line at a Beowolf that was creeping behind her and swinging it to the wall. He landed on top of a busted lamp post.

"And what about you, Weiss?" Spider-Man said. "I mean, you're basically royalty at your home. You don't need to be a Huntress. Why not just get an easy job at Atlas?"

"It's exactly as you said." Weiss said. "I'm a Schnee. I have a legacy of honor to uphold. Once I realized I was capable of fighting, there was no longer a question of what I would do with my life. It was my duty."

"Really?" Spider-Man asked. "Wow, I wish I had the same realization you did the moment I got my powers." He swung away again.

Spider-Man swung to see Blake opening a door. Suddenly, a swarm of Nevermores flew out fast as bullets. Blake responded by shooting them by the time Spider-Man got there.

"Hey, Blake." Spider-Man said. "Why do you want to be a Huntress? You seem to carry a lot of responsibility by yourself."

"There's too much wrong in the world to just stand by and do nothing." Blake replied. "Inequality, corruption. Someone has to stop it."

"And being a Huntress helps… how?" Spider-Man asked. Blake couldn't think of an answer. "Sorry. Oobleck wanted me to ask." He swung away leaving Blake to bow her head.

Spider-Man swung to Ruby's location catching her teasing Zwei with a whole turkey stabbed with Crescent Rose.

"Ruby." Spider-Man chuckled.

"Oh, sorry." Ruby said quickly sheathing her scythe. "Are we ready to keep going?"

"Not right now." Spider-Man said. "It's getting dark. Yang, Blake, Weiss, the three of you set up camp in the building behind you. Make sure the Grimm are cleared out. Ruby, you and I secure the perimeter. That is how the saying goes, right?"

The three girls proceeded to the building while Spider-Man and Ruby scouted ahead. Just then, they approached the edge seeing something in the distance. It was a herd of Grimm the size and shape of wooly mammoths. Ruby stared in amazement while Spider-Man looked through Ooblecks' journal.

"What is that?" Ruby asked.

"Grimm obviously." Spider-Man said. "According to these notes, they are called Goliaths."

Ruby pulled out her sniper. "Let's kill it."

"Not a good idea." Spider-Man said. "There are too many of them and they are too big."

"But what if they attack us?"

"It's okay. Oobleck also says they aren't like most Grimm. They've lived long enough to learn when something is dangerous. So they're probably just waiting for an opportunity to attack."

The two of them proceeded away and back toward the campsite.

"Hey, Peter." Ruby said. "Mind if I ask a question?"

"Is it about what I've been asking the others?" Spider-Man asked. "It's not personal, really. I'm just following Oobleck's instructions."

"Actually, I was wondering," Ruby said, "Why did you want to be a hero?"

That question caught Spider-Man by surprise. He gave a sigh before his answer.

"I didn't at first. My powers didn't develop in time like yours. I was just lucky enough to be bitten by the right spider. My first instinct was only using my powers the way I wanted. Everything else just seemed like it wasn't my problem. Then… My uncle got killed because of my choice. It was from then on that I would never look the other way again. Sometimes, I think I was using my gifts for thrills like your sister, because it was my duty like Weiss, or to protect everyone equally like Blake. But at the end of it all, no matter the reason, I'm still a hero."

Without saying a word, Ruby smiled as she and Spider-Man returned to the rest of the team.

* * *

Above Beacon, inside of an Atlas air carrier, General Ironwood couldn't sleep. He decided to head outside to clear his head, but on the way, he came across a lab that has its lights turned on after hours. Curious, he entered and saw a certain man tinkering with his mechanical, tentacle-like appendages.

"Dr. Octavius." Ironwood said catching the nervous doctor's attention. "What are you doing here? You should be resting."

"I… I have nowhere else to go." Otto Octavius said.

"Otto, you have a hotel down at the city. The Atlas military is paying for your stay."

"Let me rephrase that. I have nowhere else safe to go."

"Otto…"

"Look, I let my guard down going to that dance the other night. The next thing I know, there was a freak storm that nearly crushed me along with the other guests. I'm sorry, but I can't afford to be outside of this secure, well-defended airship."

"Otto, this isn't healthy. You can't shelter yourself in your lab your whole life."

"Why not? My work here is far too important. Besides, there's nothing left for me out there except for danger. I'm sorry, general, but I'm just too scared to set foot off this airship."

Ironwood gave a heavy sigh. "Well, at least take a shower before the morning. That's an order." He turned to leave Otto Octavius to continue working on his arms.


	10. Mountain Glenn

The shattered moon shined over the ruined buildings of Mountain Glenn. A lone Beowolf was searching through the rubble. Ruby Rose was ready to fire at it, but was too tired to go through with it. Meanwhile, Spider-Man was perched higher up viewing the far reaches of what was left of the city. Up there, he was greeted by Yang, Weiss, and Blake.

"Peter, can we talk?" Weiss asked.

The web-slinger removed his mask and approached them. "Shouldn't you be sleeping?"

"Can't." Yang said. "We got too much on our minds."

"We kept thinking about those questions you asked today." Blake said.

"Look, I already said, Dr. Oobleck was the one who wanted those questions asked."

"We know," Yang said, "But the thing is… our reasons may not be exactly as we thought."

"What do you mean?" Peter asked.

"When I said I wanted to honor my family's name, I meant it. But it's not what you think." Weiss explained. "I'm not stupid. I'm fully aware of what my father has done with the Schnee Dust Company. Since he took control, our business has operated in a… moral gray area."

"That's putting it lightly." Blake said.

"Which is why I feel the need to make things right. If I had taken a job in Atlas, it wouldn't have changed anything. My father was not the start of our name, and I refuse to let him be the end of it."

"All my life, I fought for what I thought was right." Blake said. "I had a partner name Adam. More of a mentor actually. He always assured me that what we were doing would make the world a better place. But of course, his idea of a perfect future turned out to be not perfect for everyone."

"So… is this Adam guy the new leader of the White Fang?" Peter asked.

"No, that's someone named Sienna Khan." Blake said. "She just has a similar philosophy. I joined the Academy because I know that Huntsmen and Huntresses were regarded as the most noble warriors in the world. Always fighting for good. But I never really thought past that. When I leave the Academy, what will I… How can I undo so many years of hate?

"I'm sure you figured it out, Blake." Peter said. "You've tackled some heavy situations."

"But I'm still scared." Blake said. "I keep being afraid of who I am. When you learned I was a Faunus, I didn't know what to do, so I ran. When I realized my oldest partner had become a monster, I ran. Even my Semblance! I was born with the ability to leave behind a shadow of myself; an empty copy that takes the hit while I run away!"

"Sounds rough." Peter said.

"Better than me, apparently." Yang said. "Unlike Weiss and Blake, I don't really have anything that drives me. I've just always gone with the flow, you know? And that's fine. I mean, that's who I am. But how long can I really do that for? I wanna be a Huntress, not really because I want to be a hero, but because I want the adventure. I want a life where I won't know what tomorrow will bring. And that'll be a good thing. Being a Huntress just happens to line up with that."

"So Weiss is trying to make her name good again, Blake wanted to be recognized as a hero, and Yang wants the thrill, but neither of you had thought you'd come this far." Peter summarized. "Sounds familiar."

"What do you mean?" Weiss asked.

"When I decided to be a hero, it was all so simple." Peter said. "With my powers, I'd swing across my hometown and web up any criminal unfortunate enough to get caught by me. A bank robber. A mugger. A smuggler. Those were the kind of crooks I was prepared for. But slowly, my life has gotten closer to the edge of strange. I went from common crooks to supervillains like Sandman and Vulture. It's been one superhuman with a gimmick after another. But now, I can't go back on it. All I can do is press on, even though it gets harder and harder to."

"Ruby's got it easy." Yang added. "She's always wanted to be a Huntress. It's like she said, ever since she was a kid, she'd dreamt about being the heroes in the books. Helping people and save the day, and never asking for anything else in return. Even when she couldn't fight, she knew that's what she wanted to do. That's why she trained so hard to get where she is today."

"Maybe that's why Oobleck told me to exclude her from the question." Peter said. "She may be aware that there are bad guys in the world, but she seems to be too young to understand what these evils are capable of. She is a kid after all."

"She's only two years younger than most of us." Blake said.

"And yet, look where we are." Yang said. "In the middle of a warzone and armed to the teeth."

"It's the life we chose." Blake said.

"It's a job." Weiss said. "We all had this romanticized vision of being a Huntress in our heads. But in the end of the day, it's a job to protect the people. And whatever we want, will have to come in second."

"Yeah." Peter said. "I get that."

* * *

Later that night, most of the gang was fast asleep. Ruby was woken up when Zwei ran out of the camp. She followed him to the street catching him "relieving" on a pile of ruins.

Ruby sighed. "Zwei, this is a wasteland. You literally could have done that anywhere."

"What was that?"

Ruby hadn't heard that voice before.

"What was what?"

That either.

Ruby followed the voice to the next street. She and Zwei saw two men. One was a Faunus wearing a Grimm mask and the other was a human in a business suit wearing a Demon mask.

"I thought I heard a Beowolf." The Faunus said.

"Let's just finish our patrol and get back to base." The Demon said. "This place gives me the creeps."

"No offense, but your boss gives me the creeps. Every time he uses his Semblance, the Grimm could come attack us at any time."

"That's the point, genius. Once we get this operation running smoothly, Mr. Negative is going to turn the entire kingdom topsy turvy."

Ruby followed the two of them to a ruined building with metal doors. As soon as she knew they weren't there anymore, Ruby picked up her scroll to call the others, but unfortunately, the signal was low. She turned to tell them personally, but the asphalt under her gave way. She fell leaving behind her weapon and her dog. When she came too, she found herself in front of the goons she was tailing.

"Who's this?" the Faunus asked.

"Who cares?" the Demon replied. "We gotta take her back to base."

Ruby tried to put up a fight, but the henchmen quickly incapacitated her.

Meanwhile, Zwei ran back to the camp. His constant barking quickly woke everyone up.

"Zwei?" Yang asked. "What's wrong?"

"Wait." Blake looked around. "Where's Ruby?"

"Something's not right." Peter said putting his costume back on. "Take us to Ruby, boy."

After a few minutes, Zwei finished leading the group to where he last saw Ruby. Yang picked up Crescent Rose while the others examined the hole in the middle of the street.

"Do you think she fell?" Weiss asked.

"This doesn't make sense." Spider-Man said. "Why would there be…" Underneath his mask, his eyes widened. "Oh, man! I almost skimmed that part!"

"What do you mean?" Blake asked.

"It was written in Oobleck's journal." Spider-Man explained. "It's like we went over! This section of Vale is known for wild forests and deep caves! That's where the criminals are! It's not an underground crime network, it's an UNDERGROUND crime network!"

"They've been working in caves?" Blake asked.

"Not exactly. According to Dr. Oobleck, Mountain Glenn was Vale's first attempt at expansion. They even built a subway system that would take anyone from here to the main kingdom. But it was too far from Vale's border defenses, and they couldn't hold their ground forever. So they withdrew to the tunnels underground for safety. When an explosion occurred and opened up another tunnel, they were exposed to underground Grimm. Vale sealed off the tunnels and it remained abandoned to this day. The White Fang and the Demons must be using it for some kind of secret operation. If Ruby is down there, she could be in trouble. Let's go."

"Ready!" the girls called out.

* * *

When Ruby came too, she found herself being dragged across an old subway. Around her, the White Fang and the Demons were piloting Paladins and carrying large shipment containers. The two goons that were dragging her stopped next to a railcar.

"Hey, boss!" the Faunus said. "Found something you might want to see."

"Is it good or bad, Perry?" a familiar voice called out. "Because let me tell you, I have had a day."

"Uh, it's a little girl." Perry said.

Three men exited the railcar staring at Ruby. She recognized two of them. The one she didn't recognize was a man wearing a green bodysuit. His head was glowing yellow and sparkling with electricity at every inch of it. There was also a Mistral man in a business suit: Martin Li, aka Mr. Negative. The last was the man she was looking for: Roman Torchwick.

"That would be bad." Torchwick said.

"Torchwick! Mr. Negative! Some… electric guy?" Ruby exclaimed.

"The name's Electro, brat. And you just stumbled onto the wrong operation."


	11. No Breaks

"Wow!" Torchwick said after knocking Ruby back across the floor. "You are much more manageable without that oversized gardening tool of yours. You know, guys, I really need this."

"Glad you're enjoying yourself, Torchwick." Mr. Negative said. "But one child couldn't have come here on her own. How did she even know we'd be here?"

"Good point, Li." Torchwick said. "How did you find this place, Little Red?"

Ruby thought for a moment, then remembered Peter Parker telling her about quips. She got back up and smiled straight at Torchwick's face. "Must have been my sense of smell."

"Oh, suddenly, the brat is a comedian." Electro said. He raised his hand and emitted electrical sparks from it. "I say we toast her now and catch her group by surprise."

"SURPRISE!"

A string of web caught Electro's hand and it pulled hhim up. The three villains looked up and saw Spider-Man on the ceiling holding onto the web.

"Look at that!" Spider-Man cheered. "I web-tagged the sparky-thing. What do I win?"

"You!" Electro growled.

"I win me?" Spider-Man asked. "That makes no sense."

Electro grabbed the web and sent a jolt of electricity flowing through it. Spider-Man cut the line just in time. Electro sent bolts of lightning that the web-slinger jumped and dodged.

"Missed!" Spider-Man mocked. "Missed again! For a guy who shoots lignting, you've got some pretty slow blasts. You've always had bad aim, Maxie."

"Stop, you idiot!" Li shouted grabbing Electro's safe wrists. "You'll cripple our production!"

"It's Spider-Man!" Electro forced his wrists out of his grip. "He'll do it himself!"

"Well, not by myself." Spider-Man corrected.

Suddenly, an explosion echoed through the tunnels. The villains looked and saw Weiss, Blake, Yang, and Zwei charging in towards them. Ruby took the opportunity to jump on Roman's shoulders, pull his hat over his eyes, and lean towards his friends.

"Don't just stand there, you fools!" Torchwick shouted at the henchmen. "Kill them! Li, Dillon, let's go! We're starting the train!"

"That wasn't the plan, Torchwick." Mr. Negative said with his eyes starting to glow black and white. "It's too early for that."

"It's either now or never." Torchwick replied. The three villains gathered up the White Fang and Demons into the train. Ruby and Spider-Man caught up with the rest of the crew while the train started to move.

"Are you okay?" Yang asked.

"I'm fine." Ruby said. "Listen. Torchwick, Mr. Negative, and that Electro guy have got all kinds of weapons and robots down there. Androids, mechs, they're all loaded up on the train cars."

"That's not right." Spider-Man said. "Dr. Oobleck's notes say those tracks lead to a dead end."

"Well, they're clearly going somewhere." Yang sad.

"Can we call for help?" Blake asked.

"We're too deep." Ruby said. "We can't get through."

"So what do we do?" Weiss asked.

"I guess there's only one option." Spider-Man said.

"We're stopping that train!" Ruby declared.

With each other's speeds and boosts, Spider-Man and Team RWBY managed to reach the train and start fighting the Faunus and Demons that manned it.

* * *

"Boss!" the White Fang member shouted as he entered the front car. "They made it on the train!"

Torchwick sighed. "Then grab some cargo and get them off the train!" He waited for the messenger to leave. "Man! Animals, every last one of them." He then noticed the Faunus right next to him. "Not you though. You're great."

"It's not going to be enough." Li said as his entire body finally changed to black and white. His aura glowed the same colors.

"Right." Torchwick said. "Electro, get to the top and assist them."

"A chance to deep fry the bug that's bothered me for so long back home?" Electro asked. "How can I resist?"

Electro left to the outside ladder. When he left, Torchwick turned to his own personal henchgirl. He patted her on her pink and brown hair. "Neo, my little Chameleon, why don't you wait in another cart in case they try to get through."

Neo smiled, saluted, and ran to the next cart.

"And me?" Mr. Negative asked.

"You just stand there, let yourself glow, and keep being Grimm bait." Torchwick said. "The fireworks are about to begin."

* * *

Spider-Man and Team RWBY opened up the top hatch of the caboose. They planned to go inside, but something stopped them. They stared at the large, metal cylinder with a small screen on it.

"What's that?" Wiess asked.

"I think… it's a bomb." Spider-Man said earning everyone to cringe away. "Blake, uncouple the caboose!"

Once everyone had jumped to the next cart, Blake went to strike the connecter with Gambol Shroud, but it uncoupled itself.

"It detached itself!"

"What?" Spider-Man asked. He looked back and watched as the cart blew itself up leaving holes around it. "That doesn't look good."

"Neither does this!" Ruby shouted. Spider-Man looked and saw an identical cylinder inside of the next cart. He swung to the next cart, opened the hatch, and saw another.

"They all have bombs!" he shouted.

"Why?" Yang asked.

Suddenly, a lightning bolt shot at them almost hitting them. Electro slowly approached with a bunch of White Fang Faunus and Demon gangsters behind him.

"Figure it out!" Electro said. "You can have all the time to think about it… IN THE AFTERLIFE!" He fired again, but Weiss deflected it with her sword.

Blake looked ahead and saw a black and white glow in the engine cart. She recognized it and looked back. She saw Grimm come into the tunnels through the holes that were being made with each explosion.

"Oh, no!" Blake gasped. "It's Mr. Negative!"

"What?" Weiss asked.

"His Semblance!" Blake said. "He alters his aura to generate pure negativity! They're using him as a magnet to get Grimm in these tunnels and into the city!"

"That's insane!" Yang shouted.

"I'll show you insane, blondie!" Electro shouted as he fired again. Yang dodged it.

"Blake, Weiss, Yang," Spider-Man called, "Get down below and see what you can do inside!"

"What about us?" Ruby asked.

Spider-Man stood proudly. "We're going to stop this train!"

"Yeah, I know." Ruby said. "I just said that earlier."

"You can try!" Electro shouted. He blasted again. This time, Spider-Man and Ruby leaped up to dodge while the other girls jumped into the carts.

"So Spider-Man," Ruby said, "Is this another one of yours?"

"Yeah. His name's Max Dillon, though he likes to be called Electro…" He dodged another lightning shot. "For obvious reasons."

"Any advice?" Ruby asked.

"PRAY!" Electro shouted. He slammed his hands on the cart sending jolts of electricity. Spider-Man shot a line at his wrists and pulled it up before he could do anything damaging.

"I'll handle buzz!" Spider-Man said. "You get the faceless goons!"

"On it!" Ruby shouted. She jumped up and flew over Electro's head.

"Even you are working with these guys, Electro?" Spider-Man asked. "What is it about New York that you want to go back to? Mr. Giovanno's Pizza?"

"You think I want to go back home?" Electro laughed. "Web-head, these people are offering to give me more power than anything on Earth. Here, I'll be a god!"

"A god named Sparkles?" Spider-Man mocked as he began to fight Electro.

* * *

On the inside of the train, there were a couple of obstacles. First, they ran into Neo, but Yang stayed behind to distract her. They also ran into a large Faunus with a chainsaw. Weiss dealt with him while Blake dashed into the engine car where Torchwick and Mr. Negative were.

"Hello, kitty cat." Torchwick said as he prepared to fight. "You know, we really got to stop meeting like this. People are gonna talk."

Torchwick swung his cane down on Blake, but it was revealed to be a shadow copy that hardened into rock. Blake countered by kicking him to the ground and holding her blade to his throat.

"Stay back, furball!" Mr. Negative said as he prepared a blast from his hand.

"Don't you dare." Blake threatened as she shifted Gambol Shroud.

"Don't worry about her, Li." Torchwick said. "She doesn't have the guts. Though, I don't want to risk an accident."

"What exactly is your plan, child?" Mr. Negative asked.

"What is yours?" Blake asked. "You're going to destroy Vale."

"Why not?" Mr. Negative asked. "What did Vale ever do for me? In fact, none of the kingdoms did anything except cast me away. I never chose my Semblance and I can't always control it. Everywhere I go, I bring the Grimm with me. No one ever trusted me. So I created my own form of trust. Instead of being afraid of the Grimm, I chose to use the Grimm to make others fear me."

"Then you two really are made for each other." Blake said.

"Aww." Torchwick said in a mocking tone. "Somebody really has a tongue. What, did Parker give you some quip skills during one of his swings?"

"What?" Blake asked.

Suddenly, Weiss' unconscious body was thrown into the engine room. Blake saw her friend in danger, hit Torchwick with her blade handle, and picked her up. She escaped with her.

* * *

Back on top of the train, Spider-Man was continuously fighting Electro. Suddenly, Zwei approached the web-slinger and barked to him.

"What's that, boy?" Spider-Man asked. "Are you sure?" Zwei barked again. "All right. If you say so."

"Since when do you speak…" Electro started to say. "You know what? Never mind. I'm about to fry you anyway."

Suddenly, when Electro blasted one more time, Zwei jumped up while Spider-Man tagged him with a web line. He swung the dog until Zwei was hit with the lightning bolt. With another swung, the electricity changed into fire and the web-slinger let go. Zwei was launched in a fireball that knocked Electro backwards upon impact. Zwei panted and went back to Spider-Man.

"That'll do, Zwei. That'll do."

Weiss, Yang, and Blake popped out of the cart.

"We lost control!" Blake shouted.

"What do we do?" Weiss asked.

Spider-Man looked ahead and lost hope of stopping the train. The end of the tunnel was already within sight.

"GET COVER!" Spider-Man shouted. He and Team RWBY ducked down and embraced as the train crashed into its destination.

A loud ringing hummed in everyone's ears as they struggled to regain their composure. At first, everything became blurry. But then, everything became clear and the ringing stopped. But that was replaced by a blaring noise. Spider-Man and Team RWBY looked and saw the city of Vale around them. The middle of the city had the train sticking out from underground while Grimm crawled out.

"We're too late." Spider-Man said.

"What do we do now?" Weiss asked.

"What else?" Spider-Man asked. "We're gonna protect this town."


	12. Breach

Up in the Atlas airship, Dr. Otto Octavius was putting the finishing touches to his latest experiment. His multi-armed harness strapped itself around his waist.

"All right then." He said as he slowly made the top-left tentacle move up. "Steady. Steady."

The tentacle picked up a pencil and wrote on a piece of paper. Octavius then picked up the paper and was elated when he saw it.

"Perfect! This is exactly how I write my name! The general's going to be ecstatic when he sees…"

A loud blare interrupted him. He went to the nearby window and looked at the city his ship was hovering over. He saw massive black animals over the square.

"Oh, boy." Octavius shivered. "That doesn't look good. Luckily, I'm up here where it's safe and…"

Otto was wrong. At that moment, he saw a large Nevermore flying straight to the airship. Its beak punctured through the wall and started to attack the screaming scientist.

* * *

The alarm sounded all over Vale with smoke coming from the middle of town. Everyone noticed, including Cinder, Emerald, and Mercury.

"You don't think…" Emerald asked.

"Looks like it." Mercury said.

"But that's days away! Cinder, what do we do?"

Cinder glared at the smoke. She then pulled out her scroll and speed-dialed what was read as "QB". She held the scroll to her ear.

"Beck, it's me. There's been a change in plans."

* * *

All around town, the city was crawling with Beowulves, Ursai, and a big King Taijitu. Spider-Man and Team RWBY did their part on fighting them while other Huntsmen and Huntresses—including Teams JNPR, CFVY, Atlesian Knights, and some of the teachers—did theirs. In the distance, Spider-Man could see that even Mysterio were fighting the monsters off shooting them with green burts of energy.

"Back off, evil creatures!" he shouted. "You won't harm the innocent today!"

"I can't stand that guy." Spider-Man said. "I swear, if this is all some publicity stunt… Look, girls, you do what you can here. I gotta go see if MJ's okay."

"Wait!" Blake stopped. "There's something you need to know. Torchwick said something that kinda sounded like… I think he knows who you are."

"What?" Spider-Man asked. He was clearly surprised. "How? This isn't good. We gotta make him think differently. But how?"

Suddenly, two familiar boys marched out. One was Neptune and the other was Sun. They showed off police badges on top of a fallen Ursa.

"Nobody move!" Sun ordered. "Junior detectives!"

"We have badges, so you know it's official." Neptune added.

That's when a light bulb went of in Spider-Man's head. "Idea."

* * *

Knights were firing, but Electro shot back. Each bolt he shot made them explode.

"Fry, you worthless tin cans!"

"Hey, lightning butt!"

Electro looked behind him and saw Team JNPR approaching him with their weapons.

"Lightning butt?" Ren asked. "Seriously?"

"It was the first thing I could think of." Jaune said. "So sue me."

"Hate to break it to you," Electro said as he pointed his left hand that was charging, "But I don't back down from kids!"

A lighting bolt fired and headed straight for Team JNPR. On instinct, Nora jumped in the way letting the electricity hit her. Electro laughed as he continued his stream of lightning… but that stopped when he saw a fire in the hammer-wielding girl's eyes. And she started walking toward Electro like nothing despite being electrocuted. Electro fired stronger bursts, but it didn't do any good.

"What is this?" Electro asked in a panic. "How?"

"That's Nora's Semblance." Ren said. "She absorbs electricity. The more she gets hit with, the stronger she gets."

"What?!" Electro saw Nora raised up her Magnhild hammer and aimed it straight at Electro. "Oh, fu…"

BOOM!

* * *

Cinder, Emerald, and Mercury had just saved a skinny, old man with a silver mustache from a Deathstalker.

"Are you all right, sir?" Emerald asked.

"Well," the old man said, "This is what I get for opening a dust shop instead of following my dream of being a comic book artist." He ran off.

Mercury gazed around until he saw a flash of red. He took a better look and saw Spider-Man swinging and attacking Grimm.

"Got eyes on the web-head." Mercury said.

Emerald's red eyes widened when she saw something on the other end. "And I got eyes on that Parker guy."

"What?" Cinder asked. She looked where Emerald was looking and saw Peter Parker hugging Mary Jane Watson. The two of them ran off somewhere to hide.

"Does that mean the whole Parker thing was wrong?" Mercury asked.

"We'll discuss this later." Cinder said. "Let's keep going."

* * *

In a short while, all the Grimm have been slain and Glynda Goodwitch was able to use her Semblance to restore the damages around town. Meanwhile, Mysterio had approached the Atlesian Knights. He had Roman Torchwick by the collar with one hand and Martin Li (in his normal form) with the other.

"Take these two away." Mysterio said.

"Oh, I can't believe you caught me." Torchwick said. "You've really taught me the error of my ways. You really are the true hero, Mysterio."

The Atlesian Knights grabbed the two and dragged them to the ship. They locked them next to an unconscious Electro. The ship closed and the three were taken away.

* * *

Peter, Mary Jane, and Team RWBY celebrated by sitting on the edge of Beacon's landing platform looking over the city across the lake.

"Well, that was eventful." Peter said.

"Too bad we didn't solve anything." Ruby said. "A lot of people were hurt, and we still don't know why they did this or who that mystery girl was."

"Don't worry about it." Mary Jane assured. "I'm sure the authorities will get all the answers from them sooner or later."

"Plus, we did just put three dangerous criminal behind bars." Peter said. "And if they ever try to say I'm Spider-Man, we've got a whole city of witnesses that say different." His scroll hummed and he answered. "Hey, Sun. Yes, you can remove the costume now. Sorry it hurts your tail. What? No, you can't keep the web shooters." He hung up.

"Looks like everything's working out okay." Blake said. "Thanks for the help, guys."

"Anything for you, Blake." Yang said. "So… what now?"

"I'd suggest training for the tournament," Weiss said, "but I guess we have that covered at this point."

"Time for bed, I guess." Ruby suggested.

"You did good work, tiger." Mary Jane said kissing Peter on the cheek.

Peter smiled, but then saw Team RWBY giving suggestive smirks to his direction. "Oh, grow up."

"Never!" Ruby denied.

* * *

Ironwood sighed as he looked out of the lead airship. He had just gotten word that the Vale council had already appointed him as head of security. He didn't like going against Ozpin, but he felt it was necessary. He then approached Roman Torchwick in his cell and told the guards to leave them alone.

"I've been informed that so far, you've refused to cooperate with the authorities."

"General," Torchwick said, "I know this might be hard to believe, but I'm not the biggest fan of local law enforcement."

"How about the world's strongest military power?"

"First impressions… not great."

"I'm going to give you one chance. Who's really behind all this?"

"Isn't it obvious? …You're looking at him."

"Very well then." Ironwood left the conversation and passed through the other cells. Each of them held a different supervillain.

"Torchwick. Mr. Negative. Electro. Vulture. Sandman. And counting Mysterio outside, that makes six. Where's that going to lead?"

* * *

"All in all," Cinder said as she reunited with her conspirators discreetly, "I call today a success."

"Those kids and that web-sllinger really messed up the plan though." Mercury said.

"And on that note, turns out that Parker guy isn't Spider-Man after all." Emerald said.

"I'd hate to say I told you so, but…" Beck said.

"I get it." Cinder said. "But that's not going to save either of them when the time comes."

"Still, we lost a lot of Faunus in those tunnels." Emerald said. "Do you think they're still going to listen to us?"

"No." said a fifth person. It was a tall, teenage boy with red, spikey hair, a black jacket, a red sword, and bull horns. He wore a Grimm mask like everyone else, only more proudly. It was Blake's ex-partner and ex-boyfriend, Adam Taurus. "But they'll listen to me."

* * *

After hearing what happened, General Ironwood rushed over to the other airship, the one with the massive hole punctured to the side. He entered the lab and saw it completely trashed. He was breathing heavily as he looked around.

"Otto! Are you okay? Otto!"

"I'm fine, general." Dr. Octavius said as he emerged from where he was sitting. Octavius stared into space as if he had been enlightened.

"Thank goodness." Ironwood said. "When I heard that a Nevermore attacked, I was worried. Thank goodness you weren't here when it came."

"Oh, but I was." Octavius said. He took a couple steps close to the hole in the wall and looked down at the city. "When the alarm rang in Vale, I thought I was safest in my lab. But when that Grimm attacked and actually broke in here, I thought that I would never be safe again. And yet, here I am."

Ironwood stared confused. "How did you survive?"

Suddenly, Octavius showed his four black tentacle-like appendages strapped to his harness. The doctor held one of them in his hand as if he was petting it.

"I didn't even command them." Octavius said. "It was like instinct. When that Nevermore broke in, it tried to kill me. But the arms on my harness sprung forward and wrapped themselves around its head. The monster tried to struggle out, but my arms were too strong. And then…" He let out a breath of excitement. "They snapped its neck. A massive beast felled by my harness so easily. It was very… satisfying."

"Are you all right, Otto?" Ironwood asked. "I hate to say it, but you're starting to scare me."

"You don't have to be scared, James." Octavius said. "I used to be a coward who was afraid the world was out to get me. But now, I feel like I'm ready to take it on. I've never felt more alive…" He then smiled. "And I'm not scared of anything anymore."

* * *

**Author's Note: **_And so ends the second volume. Sorry this took a while, but I finished this volume to make up for it. Next volume, everything changes. Any and all comments are welcome._


End file.
